Commentary & Deal Flow

IPTs: PNC5.25: 4.875%a PNC8: 5.375%a PNC6: 6.625%a

• Issuer: ENGIE (Ticker: ENGIFP; Country: FR)
• Issuer LEI: LAXUQCHT4FH58LRZDY46
• Status: Direct, unconditional, unsecured and deeply subordinated obligations (engagements subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among themselves and (save for certain obligations required to be preferred by French law) equally and rateably with all other present or future Deeply Subordinated Notes (including existing hybrids), but subordinated to the titres participatifs issued by, and the prêts participatifs granted to, the Issuer, and Ordinary Subordinated Notes (if any) and Unsubordinated Notes of the Issuer.
• Issuer Ratings: Baa1 (Stable) / BBB+ (Stable) / BBB+ (Stable) (Moody’s / S&P / Fitch)
• Expected Issue Ratings: Baa3 / BBB- / BBB (Moody’s / S&P / Fitch)
• Expected Equity Credit: 50% Equity Credit Basket M from Moody’s / Intermediate Equity Content (50%) from S&P (until First Reset Date) / 50% Equity Credit from Fitch
• Format: Reg S (Cat 2), Bearer Notes, Dematerialised, Green Notes
• Pricing Date: 9-Apr-26
• Settlement Date: 16-Apr-26
• Size:
• • EUR PNC5.25: € Benchmark
  • EUR PNC8: € Benchmark
  • GBP PNC6: £ Benchmark
• IPTs:
• • EUR PNC5.25: 4.875% area (annual yield)
  • EUR PNC8: 5.375% area (annual yield)
  • GBP PNC6: 6.625% area (annual yield)
• First Reset Date, Second Reset Date and Subsequent Reset Dates:
• • EUR PNC5.25: 16-Jul-31, 16-Jul-36 and each date falling on the fifth annual anniversary thereafter
  • EUR PNC8: 16-Apr-34, 16-Apr-39 and each date falling on the fifth annual anniversary thereafter
  • GBP PNC6: 16-Apr-32, 16-Apr-37 and each date falling on the fifth annual anniversary thereafter
• First Call Date:
• • EUR PNC5.25: 16-Apr-31 (3 months before the First Reset Date)
  • EUR PNC8: 16-Jan-34 (3 months before the First Reset Date)
  • GBP PNC6: 16-Jan-32 (3 months before the First Reset Date)
• Interest Payment:
• • EUR PNC5.25: Fixed rate, [•]% per annum, payable annually in arrear, from the Issue Date until the First Reset Date. Then, reset every 5 years to then applicable 5yr EUR Mid-Swap Rate plus the Initial Margin + relevant step-up. Short first
  • EUR PNC8: Fixed rate, [•]% per annum, payable annually in arrear, from the Issue Date until the First Reset Date. Then, reset every 5 years to then applicable 5yr EUR Mid-Swap Rate plus the Initial Margin + relevant step-up
  • GBP PNC6: Fixed rate, [•]% per annum, payable annually in arrear, from the Issue Date until the First Reset Date. Then, reset every 5 years to then applicable 5yr GBP SONIA Rate plus the Initial Margin + relevant step-up
• Step-up:
• • EUR PNC5.25: 16-Jul-36 (First Step-up Date): +25 bps / 16-Jul-51 (Second Step-up Date): +75 bps (100 bps in aggregate)
  • EUR PNC8: 16-Apr-39 (First Step-up Date): +25 bps / 16-Apr-54 (Second Step-up Date): +75 bps (100 bps in aggregate)
  • GBP PNC6: 16-Apr-37 (First Step-up Date): +25 bps / 16-Apr-52 (Second Step-up Date): +75 bps (100 bps in aggregate)
• Optional Interest Deferral: The Issuer may, at any time and at its sole discretion, elect to defer in whole or in part the payment of interest accrued on the Notes in respect of any Interest Period. Cumulative and compounding (cash settled) subject to applicable laws and regulations.
• Payment of Arrears of Interest: Arrears of Interest (together with any Additional Interest Amount) may be paid at any time (in whole or in part) and must be paid in whole upon/ after (subject to customary carve-outs): (i) a Mandatory Payment Event; (ii) the next scheduled Interest Payment Date on which the Issuer does not elect to defer the interest accrued; (iii) the date on which the Notes are redeemed; or (iv) liquidation or the sale of the whole of the business of the Issuer or winding-up of the Issuer
• Mandatory Payment Event:
• 1. a dividend, other distribution or payment of any nature was validly declared, paid or made in respect of any Equity Securities or any Parity Securities of the Issuer; or
  2. the Issuer has repurchased, redeemed, or otherwise acquired any Equity Securities or any Parity Securities of the Issuer other than, with respect to Equity Securities, in connection with the satisfaction by the Issuer of its obligations under any buy-back programme, employee shareholding programmes (including any share purchase option plan), or free share allocation plan reserved for directors, officers and/or employees of the Issuer’s group, shares sold to employees through the Issuer savings funds, liquidity agreement (programme de liquidité) or any associated hedging transaction.
• Par Call Schedule: The Issuer will have the right to redeem all of the Notes (but not some only) on any day in the period commencing on the First Call Date (3 months before the First Reset Date) and ending on (and including) the First Reset Date and on any Interest Payment Date thereafter, at par (together with accrued interest)
• Early Par Redemptions: At any time at par, upon a Clean-up Call (≥75%), a Gross-Up Event or a Withholding Tax Event (in whole but not in part)
• Early 101% Redemptions: Upon the occurrence of an Accounting Event, a Capital Event or a Tax Deductibility Event, at 101% at any time until and excluding the date falling 3 months prior to the First Reset Date, at par thereafter (in whole but not in part)
• Early Make-Whole Redemption: Make-Whole Redemption option in whole (but not in part) at the Make-Whole Redemption Amount at any time other than (i) the period from (and including) the First Call Date until (and including) the First Reset Date and (ii) on any subsequent Interest Payment Date
• Replacement Language: Intention-based, subject to customary carve-outs (non-binding)
• Use of Proceeds: An amount equal to the net proceeds will be used by the Issuer to : finance or refinance part of the acquisition of 100% of UK Power Networks, a pure player in transmission and distribution of electricity , and/or to finance or refinance in whole or in part, other existing or future Eligible Green Projects, both in accordance with the Issuer’s Green Financing Framework, available on the Green bond section of the Issuer’s website (https://www.engie.com/en/finance/credit/green-finance)
• ISIN:
• • EUR PNC5.25: FR0014016Z94
  • EUR PNC8: FR0014016ZA7
  • GBP PNC6: FR0014016ZB5
• Denominations:
• • EUR PNC5.25: €100k + €100k
  • EUR PNC8: €100k + €100k
  • GBP PNC6: £100k + £100k
• Listing: Euronext Paris (Regulated Market)
• Governing Law: French law
• Documentation: EMTN Base Prospectus dated 23-May-25 and supplemented on 1-Sep-25, 20-Nov-25, 3-Mar-26 and 16-Mar-26
• Green Financing Framework and Second Party Opinion: The applicable Green Financing Framework and the Moody's SPO both dated March 2026 are available at: https://www.engie.com/en/finance/credit/green-finance
• 2025 Annual Results Presentation: https://www.engie.com/en/finance/results/2025
• Global Coordinators and Active Bookrunners:
• • EUR PNC5.25: BNP PARIBAS (B&D), BofA Securities, Natixis
  • EUR PNC8: BNP PARIBAS, BofA Securities (B&D), NatWest Markets
  • GBP PNC6: BNP PARIBAS, BofA Securities, NatWest Markets
• Active Bookrunners:
• • EUR PNC5.25: Goldman Sachs Bank Europe SE, ING, UniCredit
  • EUR PNC8: Citi, IMI-Intesa Sanpaolo, SMBC
  • GBP PNC6: HSBC, Morgan Stanley, RBC Capital Markets, Santander
• Target Market / PRIIPs: Eligible Counterparties and Professional investors only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom.
• Selling Restrictions: As per the Base Prospectus dated 23-May-25
• Advertisement: The final terms, when published, will be available on the website of the Issuer (https://www.engie.com/en/finance/fixed-incomes/hybrid-bonds) and on the website of the Autorité des Marchés Financiers (www.amf-france.org)
• Timing: Books open, today's business